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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-qualified stock option (Right to Buy) | $ 1.8 | 11/08/2012 | A | 250,000 | 03/01/2013(5) | 11/08/2022 | Common Stock | 250,000 | $ 0 (2) | 250,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Raciborski Nathan F C/O LIMELIGHT NETWORKS, INC. 222 SOUTH MILL AVENUE, 8TH FLOOR TEMPE, AZ 85281 |
X | Co-Founder and CTO, Director | ||
| Nathan F. Raciborski by: /s/ James R. Todd, Attorney-in-Fact | 11/12/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reporting Person received an aggregate of 167,000 RSUs. Subject to the provisions of the 2007 Equity Incentive Plan and Reporting Person's employment and RSU agreements, a total of 50% of the RSUs subject to the grant shall vest quarterly in 4 equal installments during the first year beginning on March 1, 2013, and then on each of June 1, September 1 and December 1 thereafter; 2) a total of 33% of the RSUs subject to the grant shall vest quarterly in 4 equal installments during the second year beginning on March 1, 2014, and then on each of June 1, September 1 and December 1 thereafter; and 3) a total of 17% of the RSUs subject to the grant shall vest quarterly in 4 equal installments during the third year beginning on March 1, 2015, and then on each of June 1, September 1 and December 1 thereafter, provided Reporting Person remains a Service Provider to the Company through the vesting date. Each RSU represents a contingent right to receive one share of the Company's common stock. |
| (2) | $0.00 is used for technical reasons as there is no price for this security until it vests in the case of RSUs, or until it is exercised in the case of stock options. |
| (3) | This includes 343,000 unvested restricted stock units. |
| (4) | Shares held by the Raciborski Family Children's Irrevocable Trust dated October 16, 2009 for which the Reporting Person serves as a Trustee. |
| (5) | Reporting Person received an aggregate of 250,000 stock options. Subject to the provisions of the 2007 Equity Incentive Plan and Reporting Person's employment and stock option agreements, a total of 50% of the stock options subject to the grant shall vest quarterly in 4 equal installments during the first year beginning on March 1, 2013, and then on each of June 1, September 1 and December 1 thereafter; 2) a total of 33% of the stock options subject to the grant shall vest quarterly in 4 equal installments during the second year beginning on March 1, 2014, and then on each of June 1, September 1 and December 1 thereafter; and 3) a total of 17% of the stock options subject to the grant shall vest quarterly in 4 equal installments during the third year beginning on March 1, 2015, and then on each of June 1, September 1 and December 1 thereafter, provided the Reporting Person remains a Service Provider to the Company through the vesting date. |
| Remarks: Executed pursuant to the Limited Power of Attorney for Section 16 reporting obligations dated June 3, 2009. | |